How to Form an LLC in Virginia in 7 Steps
Forming a limited liability company (LLC) in Virginia requires several important steps such as naming your LLC, appointing a registered agent, filing articles of organization with the state, applying for an EIN, and registering for business and tax accounts.
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A limited liability company (LLC) is an excellent legal structure for many small businesses. LLCs offer personal liability protection, tax advantages, and convenience. Forming an LLC in Virginia is easy if you follow the step-by-step process below.
7 Steps to Form an LLC in Virginia
Name Your LLC
Choose an original and memorable LLC name to help your business stand out from the competition. You also must be sure to follow Virginia’s naming rules under §13.1-1012. According to the Virginia Limited Liability Company Act, your Virginia LLC name must:
- Make it clear that your business is an LLC: Your LLC business name must contain the words “Limited Liability Company” or “Limited Company.” If you prefer, you can use the abbreviation “LLC,” “L.L.C.,” “LC,” or “L.C.”
- Be available: Your name must be available. In other words, it must differ from the names of all other registered Virginia businesses.
- Not contain restricted language: Your company name may not contain language that incorrectly implies that the business is a corporation or other type of business structure.
Check for Name Availability in Virginia
You can search for availability by running an entity name search on the Virginia Clerk’s Information System (CIS) website. If there are any exact or confusingly similar matches, you should choose a new name. While visiting this website, creating an account is a good idea. You can use these login credentials to file your articles of organization in step three below.
Search the Name on the Internet
Next, you should run an internet screening search. You can type your desired name into your favorite search engine for a quick and easy way of finding out if any businesses use your LLC name. If you come up with any matches, you should go back to the drawing board and think of a unique name.
Check for Trademarks
Finally, you should ensure that no other companies have trademarked your name. The United States Patent and Trademark Office (USPTO) offers a searchable database of trademarks for this purpose. This will help you avoid legal trouble for trademark infringement.
Protect Your Name
Once you know your name is unique and not encumbered by a trademark or domain name registration, you may want to protect it so others can’t use it.
- Reserve Your Name. You can reserve your LLC name before you officially form your LLC. To do this, you must submit a business entity name reservation form (Form SCC631). The form contains instructions for submitting by mail or online. You will need to include a $10 state fee. Under §13.1-1013, this will reserve your name for 120 days. You can also file a name reservation online using the State Corporation Commission Clerk’s Information System.
- Register a trademark. To protect your brand, you may register your business name as a trademark with the USPTO or the Virginia State Corporation Commission. To file a Virginia trademark, complete the Application for Registration of a Trademark or Service Mark (Form TM-1) and pay a $30 registration fee.
- Register a domain name. You can also register the business name as a domain name. Then you have rights to that domain. Find a domain name registrar from an approved ICANN registrar list.
Get a Registered Agent
All Virginia LLCs must have a registered agent under §13.1-1015. A registered agent is an individual or an entity that accepts legal paperwork on behalf of your LLC. If someone sues your LLC, the service of process will go to the registered agent.
Under state law, your Virginia registered agent must be:
- An owner or officer of your business
- A licensed attorney in the state of Virginia
- Another business entity that is licensed to operate in Virginia
Your registered agent must have a physical street address (not a P.O. Box) in Virginia. This address is known as your registered office. The registered agent should generally be available to accept legal documents there during business days at standard business hours.
You can be your own registered agent. However, if no LLC members or officers can act as your registered agent, consider using a professional registered agent service.
File Your Articles of Organization
To officially form your Virginia LLC, you need to submit a document called articles of organization to the Virginia State Corporation Commission. Articles of organization are like a charter that lays out the main identifying characteristics of your business.
In the articles of organization, you will provide specific basic company details as per §13.1-1011:
- Your LLC’s name
- Your registered agent’s name and registered office address
- The address of your principal office
Your registered agent must have a physical street address in the Commonwealth of Virginia. However, your principal office can be outside of Virginia. Your principal office address is where you keep your important company documents.
To complete the articles of organization yourself, fill out the Virginia articles of organization form (Form LLC-1011) and submit it to the Corporation Commission or file it online. The filing fee is $100.
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Draft an Operating Agreement
Although Virginia doesn’t require an LLC operating agreement by law, creating one is a good idea. An LLC operating agreement is an internal company document that forms a contract among your LLC members. You can use your operating agreement to put certain critical issues into writing, such as:
- Your LLC’s purpose
- Ownership percentages
- Member rights and responsibilities
- A buyout agreement
- Voting procedures
- A procedure for dissolving the LLC, if necessary
- Any other agreements that are important to your LLC members
Having an operating agreement in place will promote more organized company operations. You may need to show this agreement when opening a business bank account or seeking investments. Certain professionals may ask to see your operating agreement before providing your Virginia LLC with services.
Even single-member LLCs should have an operating agreement. Although your single-member LLC will not need to create agreements among members, your operating agreement is a crucial company document. It shows that you treat the LLC as a legal entity separate from yourself. This helps to maintain your limited liability status.
Get an EIN
An EIN is a unique number that the Internal Revenue Service (IRS) issues to companies to identify them for tax purposes. You will need your EIN for the following:
- Employee payroll
- State and federal tax withholding and tax returns
- Opening a business bank account
- Applying for a company credit card
You can think of an EIN as a Social Security number for your business. It’s easy and free to get an EIN from the IRS website. You can apply by mail, fax, or online.
Set Up Business and Tax Accounts
Your business tax and licensing obligations will vary based on your LLC’s location and the type of business you operate. Complying with these obligations is crucial to avoid legal hassles and penalties.
Virginia’s Business OneStop provides a helpful flow chart that overviews your state and local tax and licensing requirements.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Virginia
When you set up a business in Virginia, you are responsible for state taxes if your LLC is to be taxed as a corporation, state employer taxes if you have employees, sales and use taxes if you sell to the public, and business licenses and permits. Register your LLC with the Virginia Tax Online Services to set up your tax accounts. To register with the Virginia Department of Taxation, you will need an Employer Identification Number (EIN).
State Business Tax
There are different ways to tax an LLC. If you set up your LLC for pass-through taxation, the LLC’s profits go on the members’ individual income tax returns. There is no state tax. However, if your LLC elects for taxation as a corporation, your LLC pays a corporate state tax rate on the LLC’s net income.
State Employer Tax
You are responsible for withholding taxes and other obligations if you hire employees. You register for employee withholding tax and unemployment tax on the Virginia Tax website. In addition, as an employer, you must:
- Report all new hires within 20 days of the hire date to the Virginia New Hire Reporting Center.
- Register for workers’ compensation if you have two or more employees.
Sales and Use Taxes
If you sell goods and services in Virginia, you may need to register for a seller’s permit to charge and collect sales tax. The sales tax you charge depends on where you operate your business. Look up sales tax rates with the Virginia tax department.
Business Licenses and Permits
To learn about your local licensing requirements, you should contact the city or county clerk’s office of your LLC’s primary place of business. You can find contact information for your local agencies by visiting the Commissioners of the Revenue Association of Virginia.
If your LLC operates in regulated industries, you may need a business license from a state licensing or regulatory agency. This would include trucking, professional services, health care, and others.
Depending on the nature of your business, you may even need a federal license. Federal licensing requirements are limited to specific business activities, including aviation, broadcasting, mining, and others. You should visit the Small Business Administration (SBA) website to see a complete list of business activities requiring a federal license.
Annual Requirements in Virginia
Although Virginia does not require LLCs to file an annual report, you will need to pay a $50 annual registration fee to keep your LLC in good standing. You must pay your annual fee every year after the year you established your LLC. The due date will be the last day of the month that you created your LLC. For instance, if you started your LLC in November 2024, your first annual fee will be due by November 30, 2025. You will also pay your annual fee by the end of July every year after that.
The Corporation Commission will send advance notice of your annual fee to your registered agent. But it’s wise to mark your calendar to pay your yearly fee rather than relying on this notice. You can pay your fee using the login credentials you may have created at the CIS website in step one above. The State Corporation Commission provides additional information on payment options and plans.
Virginia LLC Formation FAQs
The fee for filing articles of organization in Virginia is $100.
To keep your LLC in good standing, you must pay an annual registration fee of $50. There is no requirement to file an annual report.
Single-member LLC. If you are a sole proprietor or solo entrepreneur and form a Virginia LLC, it is known as a single-member LLC.
Multi-member LLC. If your LLC has more than one member, it is a multi-member LLC. The members decide if it will be member-managed or manager-managed, where they hire a manager to run the LLC.
Professional LLC. If your company is a professional service, for example, medicine, dentistry, or accounting, you can file a professional limited liability company (PLLC) that will protect you from liability.
Protected Series LLC. A protected series LLC is a business entity available to structure a parent company with several sub-companies. This organization allows each company to have its own identity under the umbrella of the larger parent company.
The articles of organization is the legal document establishing your LLC in Virginia. A bank may request one to open business bank accounts or set up merchant accounts for credit card transactions. You can order certified copies online through the State Corporation Commission for $6.
A certificate of fact of existence proves your LLC is organized under and compliant with the laws of the Virginia Commonwealth. Other states call this a certificate of good standing. Virginia issues a certificate of fact of existence to show that an LLC is authorized to conduct business in the state. This can be obtained online through the State Corporation Commission for $6.
Forming an LLC in the state of Virginia requires the following:
- An acceptable business name for the LLC
- Registered agent and registered office address
- Completed articles of organization
- The payment of the $100 filing fee
Although Virginia does not require you to file an operating agreement, it is important that you create this crucial document, as it will help you structure and maintain your LLC. This plan lays out the terms of your agreement with the other members and explains how to divide responsibility.
An LLC is a hybrid business form popular with small business owners. An LLC’s advantages include personal liability protection, pass-through taxation, and convenience.
- Limited Liability Protection. With limited liability protection, LLC members’ personal assets are shielded from the LLC’s debts and lawsuits. So, if someone sues your LLC, your personal bank account, cars, and home will not be at risk. This is not true of all business structures. For example, consider that someone sues your sole proprietorship. In that case, your personal bank account, cars, and other assets could be in jeopardy.
- Pass-Through Taxation. Unlike a corporation, an LLC offers the option of pass-through taxation. With pass-through taxation, you and your other LLC members pay the LLC’s taxes through your personal income taxes. This can be preferable to corporate taxes. Corporations are often subject to "double taxation." This occurs when the corporation pays taxes on its profits at the corporate level, and stockholders pay taxes on their dividends.
- Convenience. Another advantage of the LLC structure is the ease of creation and maintenance. LLCs have fewer requirements than other types of business entities, such as a corporation.
If you want limited personal liability, streamlined business operations, and pass-through taxation, you should create a Virginia LLC.
Every year after the year of LLC formation, you must pay an annual registration fee of $50. The fee is due on the last day of the month of your formation month. Additionally, you must keep up with all your business and tax obligations.
No. The articles of organization is the document filed with the Secretary of State’s office establishing your LLC. It is a public document. An operating agreement provides a structure for members and managers to run the business. It is an internal company document. Virginia does not require an operating agreement as part of LLC formation, but it is helpful to have and may be requested by banks and other companies. Keep a copy of your operating agreement with your LLC formation documents.
Yes. If your LLC would like to do business using a name other than your LLC’s registered name, you need to file a certificate of assumed or fictitious name and pay a $10 filing fee. This is sometimes called a doing business as (DBA) name.
A fictitious name is also known as a DBA (a "doing business as") name.
You might need a DBA name to provide a new product or service under a different business name. Another reason is if you want to expand into another geographical area under a new name.
FindLaw’s two-step process can help you to create your Virginia DBA name.
Depending on your type of business and where it operates, you may need business licenses and permits. Check with your local county clerk’s office for any licenses or permits you need to run your business.
Yes. Virginia LLCs can be formed by filing articles of organization online at the State Corporation Commission Clerk’s Information System. You must register with the Clerk’s Information System to complete this process online. If you don’t want to set up an account with the state, you can have a registered agent service company file the paperwork for you.
You can file LLC formation papers by mailing them to:
State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197
You can also drop them off in person at:
State Corporation Commission
1300 East Main Street
Tyler Building, 1st Floor
Richmond, VA 23219
Yes. If you, other members, or employees of the LLC will not be the registered agent, you can use a registered agent service to fulfill this role.
Registered agent service companies not only handle LLC formation services, but they can keep your LLC in good standing in Virginia. Many business owners use professional service companies for the following benefits:
- Keeping your business activities private. The registered agent’s office address is the point of contact, so any lawsuits or service of process go to them, not your business address.
- Maintaining compliance with state law. Registered agents notify and remind you of important filing deadlines, such as the annual report. Missed deadlines are expensive and can risk your LLC’s good standing with the state.
- Helping with administrative tasks. Registered agents help when you expand your business or register as a foreign LLC. They can obtain the business documents you need, such as a copy of your certificate of organization or certificate of fact of existence.
A domestic LLC is formed in the state of Virginia. A foreign LLC is created in another state and must be registered in Virginia to do business.
If you live in Virginia and would like to create an LLC in another state, you will need to follow instructions for filing the LLC according to that state’s laws.
You may need to prove your business complies with Virginia’s obligations by showing a certificate of fact of existence. You can request the certificate from the State Corporation Commission. The fee for the certificate is $6.
If you formed your LLC in another state and would like to transact business in Virginia, you will file an application. To submit your foreign LLC registration, you must apply to transact business in Virginia to the State Corporation Commission. You need to include a $100 filing fee along with the application. You can file online or by mail according to the instructions on the application.
You could be subject to fines if your foreign LLC transacts business without registering in Virginia. Under Virginia law, these fines can be between $500 to $5,000.
If you decide to close your business, you should dissolve your Virginia LLC.
- Follow the dissolution procedures outlined in your operating agreement
- Close all business and tax accounts
- File articles of cancellation with the State Corporation Commission
- Pay a state fee of $25
Virginia does not offer an anonymous LLC, where the members’ names are kept private, but some states do. If you are concerned about privacy, using a registered agent service can help keep your contact information confidential.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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